Status: March 04, 2015
I. General
1. These Hellmann Process Management GmbH & Co. KG (hpm) Terms and Conditions of Business apply exclusively to all contractual relations with business partners that are companies, legal entities in public law or special funds in public law. Deviations from these terms and conditions are not effective unless they have been approved in writing by hpm.
2. Any other terms and conditions to the contrary, in particular those of hpm's contractual partners, are not recognized by hpm, unless this is agreed in writing. This also applies if the contractual partner only includes its terms and conditions of business when accepting an offer by hpm.
3. hpm is entitled to amend the terms and conditions retrospectively. In such circumstances, hpm will send the amended conditions to the contractual partner clearly highlighting the amendment; the contractual partner may object to the change within one month of notification of the amendment. Should this not occur, agreement is assumed. The contractual partner is to be clearly informed in the notification of amendment of the significance of remaining silent.
II. Offers, conclusion of contract
1. Unless otherwise stated in the offer, hpm offers are always subject to change.
2. Confirmations of acceptance and order may only be in text form (written or electronically).
3. Contract amendments and additions only have legal effect when they are in written or text form.
III. Collection of refuse and products
1. The contractual partner has the responsibility to ensure that details in the order pertaining to the method, volume and collection times are correct. Refuse and products must be in accordance with the details in the order and the refuse must be classified in accordance with the European Waste Catalogue. The contractual partner is to ensure that refuse and products are handed over to the collecting driver in such a form that provides for safe transportation for the chosen transport method. In particular, observance of the packing instructions P 909 of the ADR (European Agreement concerning the International Carriage of Dangerous Goods by Road) regarding lithium batteries and devices which contain lithium batteries has to be ensured.2. Additional costs arising from deviations from these details (for example, sorting costs, separate weighing, documentation) are borne by the contractual partner alone. Where the combination of various refuse and products is not agreed, costs of disposal for the most expensive category in the batch will be charged or remuneration will be reduced to the price for the category with the lowest value in the batch.
3. The contractual partner undertakes to provide adequate space and personnel at the point of collection so that loading can take place without delay.
4. Additional costs of transport such as insurance, tolls, fuel surcharges, security surcharges and environmental charges are to be borne by the contractual partner in addition to the transport costs.
IV. Disposal
1. hpm's duty of disposal is exclusively limited to the refuse and products agreed. Other refuse and products are disposed of in accordance with the present hpm conditions.
2. Should disposal be desired that goes beyond the appropriate legal standards, the contractual partner must make express reference to this. Any additional costs are borne by the contractual partner.
V. Evidence Evidence of disposal will only be issued by hpm upon a specific request and at the cost of the contractual partner, unless there is a legal duty to provide evidence.
VI. Performance, fulfilment by third parties
1. hpm has the right to execute part performance at any time.
2. hpm has the right to commission third parties with the execution or part execution of contractual performance. hpm ensures that the third parties commissioned comply with legal regulations and will provide evidence thereof if the contractual partner requests this.
VII. Remuneration
1. Accounting for goods and services received by hpm will be by selfbilling invoice according to sec. 14, para 2 of the German Value Added Tax Act (UStG). 2. If hpm is the author of the credit note or invoice, the agreed remuneration is the net sum plus the appropriate statutory value added tax.
3. Provided nothing else is agreed, hpm invoices are to be paid net, immediately upon receipt.
4. Costs arising from third parties in the execution of the order are not contained in the offer and are to be charged separately by the third parties
5. If hpm makes packaging material and loading tools available and this is not in exchange for other material, hpm will charge this in accordance with current conditions.
6. The contractual partner may only set off claims that are undisputed or confirmed at law.
7. If the contractual partner does not fulfil its duty to pay or does not do this on time, hpm has the right to make the refuse to be disposed of available to the contractual partner, at its cost.
VIII.Liability
1. Liability for damages is excluded, insofar as this is legally permissible, provided that hpm or its vicarious agents have not acted with gross negligence or intent. This exclusion of liability does not apply for cases of injury which relate to health effects, human injury or loss of life. For damages arising from a breach of duty the fulfilment of which enables proper execution of the contract and upon compliance with which the contractual partner may normally rely, liability is limited to contract specific foreseeable damages.
2. Also excluded within this scope is liability for consequential damages such as loss of profit, and for damages if and insofar as these are due to breach of the contractual partner's duty of cooperation.
IX. Retention of title Until full payment is made, hpm retains ownership of refuse and products delivered by hpm. If the retention of title lapses by reason of resale, consolidation or processing, it is replaced by the new object or claim arising from it in accordance with the value of the retained goods.
X. Assignment prohibition The assignment of rights to third parties is only permissible with the written agreement of the respective other party, unless it concerns a normal bank assignment of security for hpm compensation claims against the contractual partner.
XI. Duty of cooperation
1. The contractual partner has a duty to make available to hpm all necessary information for execution of the order promptly and to advise of changes which occur within the duration of the contract. If the contractual partner does not fulfil its duty of cooperation, it shall bear any costs caused by this. In such cases, the duty of cooperation remains intact without restriction.
XII. Duty to retain confidentiality
1. The contractual parties have a duty of mutual retention of confidentiality of information and documentation transferred within the scope of the contractual relationship. Forwarding to third parties is not permitted. This does not apply if this information and documentation was already accessible in the public domain or became so during the term of the contract.
2. Additionally, this does not apply in cases where the contractual parties have a duty to make information public by reason of a statutory or other legal duty of information. In such cases, the respective contractual party has a duty to inform the other about the duty to make the information public as well as the information to be made public and to take all reasonable steps to guarantee the confidentiality of the information.
XIII. Deterioration of assets
1. Should hpm become aware of circumstances following conclusion of the contract which call into question the ability of the contractual partner to pay, hpm has the right to demand full payment prior to further execution of the order or to withdraw from the contract after expiry of a reasonable term for payment.
2. Circumstances which call into question the contractual partner's ability to pay are in particular distraints or other enforcement measures and application for insolvency proceedings.
XIV. Place of fulfilment, court of jurisdiction Osnabrück is the place of fulfilment and court of jurisdiction for both parties. Only German law is applicable.